Vt. Accident Ins. Co. v. Burns

Decision Date08 November 1944
Docket NumberNo. 1049.,1049.
Citation40 A.2d 707
PartiesVERMONT ACCIDENT INS. CO. v. BURNS, Commissioner of Banking and Insurance.
CourtVermont Supreme Court

OPINION TEXT STARTS HERE

Exceptions from Court of Chancery, Rutland County; Black, Chancellor.

Suit by Vermont Accident Insurance Company against Charles E. Burns, as Commissioner of Banking and Insurance for the State of Vermont, to enjoin defendant from granting the application of the New Hampshire-Vermont Hospitalization Service for permission and license to do business in Vermont and for other relief. Defendant's demurrer was sustained and the plaintiff's bill of complaint was adjudged insufficient and plaintiff brings exceptions.

Decree sustaining demurrer and adjudging bill of complaint insufficient affirmed and cause remanded.

Lawrence C. Jones, of Rutland, for plaintiff.

Clifton G. Parker, Deputy Atty. Gen., for defendant.

Before MOULTON, C. J., and BUTTLES, STURTEVANT, and JEFFORDS, JJ., and ADAMS, Superior Judge.

BUTTLES, Justice.

The plaintiff, a Vermont mutual insurance corporation, by this suit in chancery prays that the defendant as Commissioner of Banking and Insurance for the State of Vermont be enjoined from granting the application of the New Hampshire-Vermont Hospitalization Service, a New Hampshire corporation hereinafter called the applicant, for permission and license to do business in this State in accordance with the provisions of Sec. 9a of No. 174 of the Acts of 1939 as enacted in No. 117 of the Acts of 1943. No. 174 of the Acts of 1939, as amended and added to by No. 117 of the Acts of 1943 is hereinafter termed the Vermont Act. The bill of complaint alleges that for reasons which hereinafter appear the defendant cannot lawfully grant such permission and license to the applicant. The complaint also prays for adjudication of certain matters which are incidental to the granting or refusal of such license, and for general relief. To the complaint the defendant demurred upon the grounds that the Court of Chancery has no jurisdiction to determine whether the rights and privileges afforded by the New Hampshire law are substantially similar to those granted by this State, as they are required by our statute to be, because the determination of that question by the defendant is by statute made final; that the plaintiff's complaint contains no allegations that establish its right to maintain this suit under P.L. Chap. 305 as amended, relative to trade marks or trade names, and no allegations which take the subject matter of this suit out of the provisions of Section 2 of the Vermont Act relative to the admission of a foreign hospital service corporation to do business in this State; that no acts or threats of acts by this defendant are alleged which in law constitute unfair competition or infringement of plaintiff's alleged trade mark rights; that the defendant in his official capacity or otherwise is without jurisdiction to adjudicate between the plaintiff and the applicant relative to the matter of trade marks or unfair competition; that the rights and privileges afforded by the New Hampshire statute to hospital service corporations are substantially similar to those granted by this State, within the intent of the statute. The demurrer was sustained, plaintiff's bill of complaint adjudged insufficient, exception allowed the plaintiff and cause passed to this Court on such exception before final decree as provided by P.L. 2072 and Number 34 of the Acts of 1941.

The Vermont Act provides by Sec. 9a for the admission of a foreign corporation which ‘except as to state of organization, is a hospital service corporation as defined by Section 1, and Section 1 provides that ‘for the purposes of this act, the term ‘hospital service corporation’ shall be deemed to include any corporation organized under the provisions of this act.' The plaintiff contends that the applicant is not, under its articles of incorporation, a corporation that can be permitted to operate in this State under the laws of Vermont because the provision in those articles that it shall be operated ‘exclusively for the promotion of social welfare’ is said to be in conflict with Sec. 2 of the Vermont Act which requires that such hospital service corporation shall be * * * ‘maintained and operated solely for the benefit of the members and subscribers thereof.’

In order to determine whether there is such conflict between these provisions we apply the rule applicable to the construction of statutes as well as of contracts that in determining the meaning of a part of an instrument the whole and every part thereof is to be considered. Clifford v. West Hartford Creamery Co., 103 Vt. 229, 252, 153 A. 205; In re James, 99 Vt. 265, 271, 132 A. 40; Brammall v. Larose, 105 Vt. 345, 349, 165 A. 916; Town of Randolph v. Montgomery, 109 Vt. 130, 136, 194 A. 481; McLean v. Windham Light & Power Co., 85 Vt. 167, 178, 180, 81 A. 613; DeGoosh v. Baldwin & Russ, 85 Vt. 312, 319, 82 A. 182; Vermont Shade Roller Co. v. Burlington Tr. Co., 102 Vt. 489, 502, 150 A. 138.

It cannot be questioned that establishing, maintaining and operating a nonprofit hospital service plan whereby hospital care may be provided to such of the public as become subscribers to the plan is the promotion of one form of social welfare. That such is the purpose for which a hospital service corporation may be organized appears from Sec. 1 of the Vermont Act. Such purpose is also to be inferred from the designation of such a corporation as a ‘hospital service corporation.’ No other purpose and no activity of the corporation except in connection therewith are authorized by the Vermont Act. A corporation has no other powers than those conferred upon it by the sovereignty which creates it. The enumeration of certain powers implies the exclusion of all others not fairly incidental to those enumerated. State v. Clement Nat. Bank, 84 Vt. 167, 197, 78 A. 944, Ann.Cas.1912D, 22; Central Transp. Co. v. Pullman's Palace Car Co., 139 U.S. 24, 11 S.Ct. 478, 480, 35 L.Ed. 55, et seq.

Do the words ‘exclusively for the promotion of social welfare’ as used in the applicant's articles of incorporation include other forms of social welfare than that contemplated by the Vermont Act? Article 2 in which these words occur reads thus: ‘The object for which this corporation is created is to establish, maintain and operate a non-profit hospitalization service plan, whereby hospital care may be provided for subscribers by hospitals with which this corporation has a contract to furnish such care. This corporation shall be operated exclusively for the promotion of social welfare, and no part of the net earnings or surplus of the corporation shall inure to the benefit of any private member or individual. This corporation shall have all the rights, powers and duties set forth in chapter 226, Public Laws, and Chapter 80, Laws of 1939.’ The statement of the purpose of the corporation in the first sentence of the above article is in language practically identical with language contained in Section 1 of Chapter 80 of the New Hampshire Laws of 1939, and also, it may be noted, with Section 1 of the Vermont Act. When this article is considered as a whole and in connection with the New Hampshire law the reference to the promotion of social welfare must be construed as including only the furnishing of hospital care to subscribers unless by some other provision of that law the corporation is given broader or more inclusive purposes and powers. Our attention has been called to no such provision and we find none.

The plaintiff also contends that the laws of New Hampshire do not grant to hospital service corporations organized under the laws of this state rights and privileges which are substantially similar to those which the applicant would have under the Vermont law if permitted...

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7 cases
  • In re Vermont Toy Works, Inc.
    • United States
    • U.S. Bankruptcy Court — District of Vermont
    • 23 Diciembre 1987
    ...that a corporation has no other power than those conferred upon it by the sovereignty which creates it. Vermont Acc. Ins. Co. v. Burns, 114 Vt. 143, 40 A.2d 707 (1944). Equity, however, will not blindly accept mere corporate form over the actual substance of the transactions involved, Chica......
  • Smith v. Highway Bd.
    • United States
    • Vermont Supreme Court
    • 7 Octubre 1952
    ...took judicial notice of the matter it would not affect the result here. The plaintiff relies upon the case of Vermont Accident Insurance Co. v. Burns, 114 Vt. 143, 40 A.2d 707. In that case we recognized the general rule we have heretofore discussed where we stated, 114 Vt. at page 147, 40 ......
  • Vermont Accident Insurance Company v. Charles E. Burns, Commissioner
    • United States
    • Vermont Supreme Court
    • 8 Noviembre 1944
    ... ... authority. They cannot be merely assumed by administrative ... officers nor can they be created by the courts in the proper ... exercise of their judicial ... [40 A.2d 711] ... functions. 43 Am Jur, Public Officers, Sec. 249; Dept. of ... Ins. v. Church Mem. Relief Assoc., 217 Ind. 58, ... 26 N.E.2d 51, 128 A.L.R. 635. See Smith and Son Inc ... v. Town of Hartford, 109 Vt. 326, 330, 196 A. 281 ... The defendant is the holder of an administrative office ... created by the statute. His powers and duties with respect to ... ...
  • Vermont Division of State Bldgs. v. Town of Castleton Bd. of Adjustment
    • United States
    • Vermont Supreme Court
    • 8 Abril 1980
    ...equity jurisdiction, as when it is necessary to prevent irreparable injury or a multiplicity of suits. Vermont Accident Insurance Co. v. Burns, 114 Vt. 143, 147, 40 A.2d 707, 709 (1944). Thus, to protect against judicial excess, V.R.C.P. 65(d) requires the court to specify with detail in it......
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